Integrated Rail and Resources Acquisition (IRRX) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DHIP Natural Resources Investments, LLC

(Last) (First) (Middle)

C/O INTEGRATED RAIL & RESOURCES ACQ CORP

6100 SOUTHWEST BOULEVARD, SUITE 320

(Street)

FORT WORTH TX 76109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED RAIL & RESOURCES ACQUISITION CORP [ IRRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock, par value $0.0001	(1)	11/16/2021		J(1)			1,515,160	(1)	(1)	Class A common stock, par value $0.0001	1,515,160	$0.00	4,234,840	D

Explanation of Responses:

1. In connection with the closing of the initial public offering of Integrated Rail and Resources Acquisition Corp. (the "Issuer"), 1,515,160 shares of Class B common stock, par value $0.0001 ("Class B Common Stock") held by DHIP Natural Resources Investments, LLC were cancelled in connection with the Issuer's issuance of the same number of shares of Class B Common Stock to its anchor investors. As a result, the Reporting Person now beneficially owns 4,234,840 shares of Class B Common Stock of the Issuer. Shares of Class B Common Stock will automatically convert into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date, as described in the Issuer's registration statement as filed with the Securities and Exchange Commission (File No. 333-256381) under the heading "Description of Securities - Founder Shares".

Remarks:

	DHIP Natural Resources Investments, LLC By:_/s/ Mark Michel Name: Mark Michel Title: Managing Partner	03/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.